MANCHESTER, Tennessee 
Even a former Beatle needs a moment standing on the main stage at Bonnaroo.

A few songs into his transcendent first set at the massive Bonnaroo Music & Arts Festival, Paul McCartney wrapped his arms around his signature Hofner bass and surveyed a crowd of 80,000 adoring fans.

"Hey, listen, I'm going to take a moment just to drink all this in for myself," McCartney said.

McCartney is one of the world's most recognizable musicians and showed why as he led a massive 2 1/2-hour sing-a-long of three dozen songs that included two encores Friday night.

Playing for a crowd consisting mostly of fans who were born a decade or more after the Beatles broke up in 1971, he lavishly revisited the Beatles, Wings and his own solo catalog, laying down hit after hit and playing two Beatles cuts he only recently began playing live for the first time - "Lovely Rita" and "Mr. Mustard."

McCartney, who turns 71 next week, acknowledged some cultural similarities between the generations, however.

"That's some pretty good weed I can smell," McCartney said as wispy puffs of smoke rose from hundreds of spots in the crowd. "What are you doing to me?"

McCartney took the time to talk about several songs, explaining his Beatles classic "Blackbird" was written about the civil rights struggle in Arkansas.

He noted songs he wrote for his wives over the years, took a moment to express support for incarcerated Russian punk rock band Pussy Riot after playing "Back in the USSR" and told a humorous story about Jimi Hendrix and Eric Clapton.

He also paid tribute to late Beatles members John Lennon and George Harrison. Drummer Ringo Starr and McCartney are the only surviving members of the genre-defining British rock band.

McCartney kicked off Harrison's biggest hit "Something" on the ukulele, playing in an unfamiliar time signature that gave the song new meaning, before strapping on a guitar to finish the song. And he played "Here Today" for his old songwriting partner Lennon, a song he wrote after Lennon was shot to death in 1980.

McCartney warned members of the crowd to never hold back their feelings, as he did with Lennon after the group broke up.

"That's it," McCartney said after finishing the song on a baby grand piano. "If you wait to tell someone you love them, it's too late."

The set only seemed to pick up speed as the night edged toward midnight. With the crowd yet to diminish, he played "Live and Let Die" accented by onstage pyrotechnics and fireworks.

The entire crowd joined in on "Hey, Jude" before McCartney and his four-piece band left the stage. He returned waving a Tennessee state flag and played a three-song encore that included "Day Tripper" and "Get Back."

He returned for a second encore that included a rollicking version of "Helter Skelter." A member of the crowd tossed McCartney a stuffed toy walrus, alluding to a cryptic nickname given to him by Lennon, and McCartney concluded his first show at Bonnaroo by singing "Carry That Weight" to the toy he placed atop his piano.